HNI Corp Files 8-K: Regulation FD Disclosure & Exhibits

TL;DR

HNI Corp filed an 8-K on Dec 5, 2025, for Reg FD disclosure and exhibits.

AI Summary

HNI Corporation filed an 8-K on December 8, 2025, reporting an event that occurred on December 5, 2025. The filing pertains to Regulation FD Disclosure and includes Financial Statements and Exhibits. No specific financial figures or material events beyond the filing itself are detailed in the provided text.

Why It Matters

This 8-K filing indicates HNI Corporation is providing updated disclosures and financial information to the SEC, which could contain material information for investors.

Risk Assessment

Risk Level: low — The filing is a standard disclosure and does not appear to report any negative or significant events.

Key Numbers

• 20251205 — Event Date (Date of earliest event reported)
• 20251208 — Filing Date (Date the report was filed with the SEC)

Key Players & Entities

• HNI Corporation (company) — Registrant
• Iowa (location) — State of incorporation
• Muscatine, Iowa (location) — Principal executive offices

FAQ

Key Financial Figures

• $450,000,000 — Steelcase Inc. ("Steelcase"), for up to $450,000,000 aggregate principal amount of new notes

Filing Documents

• dp238432_8k.htm (8-K) — 39KB
• dp238432_ex9901.htm (EX-99.1) — 23KB
• image_001.jpg (GRAPHIC) — 2KB
• 0000950103-25-015834.txt ( ) — 238KB
• hni-20251205.xsd (EX-101.SCH) — 3KB
• hni-20251205_lab.xml (EX-101.LAB) — 33KB
• hni-20251205_pre.xml (EX-101.PRE) — 22KB
• dp238432_8k_htm.xml (XML) — 4KB

01

Item 7.01 Regulation FD Disclosure. On December 5, 2025, HNI Corporation ("HNI") announced the expiration and final results of the previously announced (i) offer to exchange (the "Exchange Offer") any and all outstanding 5.125% Notes due 2029 (the "Existing Steelcase Notes") issued by Steelcase Inc. ("Steelcase"), for up to $450,000,000 aggregate principal amount of new notes to be issued by HNI, and (ii) solicitation of consents (the "Consent Solicitation") from the eligible holders of the Existing Steelcase Notes to, among other things, eliminate certain covenants and restrictive provisions from the Steelcase indenture dated August 7, 2006, governing the Existing Steelcase Notes (as amended and supplemented, the "Existing Steelcase Indenture") and the Existing Steelcase Notes (the "Proposed Amendments"). On the early tender date and consent revocation deadline of October 9, 2025, HNI received consents sufficient to amend the Existing Steelcase Indenture to effectuate the Proposed Amendments. A supplemental indenture to the Existing Steelcase Indenture (the "Supplemental Indenture") effecting the Proposed Amendments was executed on October 9, 2025. The Proposed Amendments effectuated by the Supplemental Indenture will only become operative on the settlement date of the Exchange Offer and the Consent Solicitation. The Exchange Offer expired at 5:00 p.m., New York The Exchange Offer and Consent Solicitation was made subject to the satisfaction of certain conditions, including among other things, HNI's acquisition of Steelcase (the "Acquisition"). On December 5, 2025, at their respective special meetings, the requisite majorities of shareholders of HNI and Steelcase voted in favor of approving the Acquisition. Consummation of the Acquisition is expected to occur on December 10, 2025. All other conditions set forth in the Exchange Offer Memorandum

FORWARD-LOOKING STATEMENTS

FORWARD-LOOKING STATEMENTS This communication contains forward-looking statements within the meaning of Section 21E of the Exchange Act and Section 27A of the Securities Act, which involve risks and uncertainties. Any or future performance or events and any other statements to the extent they are not statements of historical fact are forward-looking "continue," "estimate," "expect," "forecast," "hope," "intend," "likely," "may," "might," "objective," "plan," "possible," "potential," "predict," "project", "target," "trend" and similar words, phrases or expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements. Forward-looking statements are based on information available and assumptions made at the time the statements are made. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those expressed in or implied by the forward-looking statements. Forward-looking statements in this communication include, but are not limited to, statements about the timing of the Acquisition, the Exchange Offer and the Consent Solicitation, including the expected timing of the consummation of the Acquisition and settlement of the Exchange Offer, and other statements that are not historical facts. The following Acquisition-related factors, among others, could cause actual results to differ materially from those expressed in or implied by forward-looking statements: the occurrence of any event, change, or other circumstance that could give rise to the right of one or both of the parties to terminate the definitive merger agreement between HNI and Steelcase; the outcome of any legal proceedings that may be instituted against HNI or Steelcase; the po

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description of Exhibit 99.1 Press Release, dated December 5, 2025, related to the Exchange Offer and Consent Solicitation 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * * * SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: December 5, 2025 HNI CORPORATION By: /s/ Vincent Paul Berger II Name: Vincent Paul Berger II Title: Executive Vice President and Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR